Legal Wrap Document

LEGAL WRAP DOCUMENT

This Legal Wrap Document ("Agreement") is entered into as of Effective Date: by and between Party A: with principal address at and Party B: with principal address at . Each of Party A and Party B is herein a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties anticipate entering into or have entered into certain underlying agreements, schedules, instruments and ancillary documents, each as amended from time to time (collectively, the "Underlying Documents"); and

WHEREAS, the Parties desire to establish a single, binding wrapping agreement that (i) sets forth the Parties' mutual understanding concerning how the Underlying Documents interrelate, (ii) clarifies the allocation of rights, obligations and remedies among the Parties with respect to the Underlying Documents, and (iii) provides procedures for amendment, notice, and dispute resolution applicable to the Underlying Documents; and

WHEREAS, the Parties intend that this Agreement governs and, to the extent expressly provided, supersedes inconsistent provisions in the Underlying Documents to the extent permitted by law and subject to any carve-outs expressly set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned in the Underlying Documents. For purposes of this Agreement, the following terms have the following meanings:

"Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in the jurisdiction specified under Governing Law are authorized or required by law to close.

"Effective Date" means the date first written above.

2. SCOPE OF WRAP

2.1. Application. This Agreement applies to all Underlying Documents specifically identified on Schedule A attached to this Agreement and subsequently executed Underlying Documents expressly incorporated by written amendment in accordance with Section 12. The Parties may list initial Underlying Documents here:

2.2. Primacy. Except as explicitly provided otherwise in an Underlying Document, the terms of this Agreement shall govern conflicts among the Underlying Documents and control the Parties' rights and obligations to the extent permitted by law; provided, however, that no provision of this Agreement shall be construed to amend terms of an Underlying Document to the extent such amendment would require third-party consent that has not been obtained.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that as of the Effective Date: (a) it is validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform its obligations under this Agreement; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized.

4. COVENANTS

4.1. Each Party covenants to perform and cause its agents to perform all obligations required of such Party under the Underlying Documents in accordance with their terms, and to cooperate in good faith to effectuate the purposes of this Agreement.

4.2. Unless otherwise agreed in writing, a Party shall not amend or waive any material provision of an Underlying Document that would materially and adversely affect the other Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

5. DELIVERY AND LISTING OF UNDERLYING DOCUMENTS

5.1. Schedule A. The Parties shall maintain and update Schedule A, which will identify the Underlying Documents subject to this Agreement and relevant effective dates. The Parties may attach copies or summaries in an appendix or maintain an internal register; identify the initial schedules here:

6. EFFECT OF WRAP; SURVIVAL

6.1. The provisions of this Agreement intended by their nature to survive termination or expiration of the Underlying Documents shall survive and continue in full force for the period specified herein or, if none is specified, for a period necessary to give effect to the Parties' rights and obligations.

6.2. To the extent of any conflict between this Agreement and an Underlying Document, the Parties agree the order of precedence shall be: (a) any express, written amendment executed in accordance with Section 12; (b) this Agreement; (c) the Underlying Documents, unless otherwise expressly provided in an Underlying Document.

7. INDEMNIFICATION

7.1. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by the Indemnifying Party of any representation, warranty or covenant contained in this Agreement or the Underlying Documents, except to the extent such losses arise from the Indemnified Party's own gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CLAIMING PARTY UNDER THE UNDERLYING DOCUMENTS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to any third party any non-public information received from the other Party in connection with this Agreement and the Underlying Documents, except (a) as required by law or legal process, (b) to that Party's affiliates, and (c) to such Party's professional advisors and contractors on a need-to-know basis, provided that such recipients are bound by confidentiality obligations no less protective than those set forth herein.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be delivered to the intended recipient at the address specified below or to such other address as either Party may designate by written notice given in accordance with this Section. Notices shall be deemed received: (a) when delivered by hand; (b) when received by confirmed electronic transmission; or (c) three (3) Business Days after being sent by certified mail, return receipt requested.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated here (without regard to conflict of laws rules): . The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties agree to submit the dispute to binding arbitration pursuant to the arbitration procedures agreed separately by the Parties or, if none is agreed, to the rules of the arbitral institution mutually selected in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1. Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

12.2. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not operate as a waiver of any other or subsequent breach.

12.3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1. Entire Agreement. This Agreement, together with the Underlying Documents listed on Schedule A as modified in writing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

13.2. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. MISCELLANEOUS

14.1. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided written notice is given to the other Party.

14.2. Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

ACKNOWLEDGMENT

Each Party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to obtain independent legal advice prior to executing this Agreement. Each Party further represents that the individual signing on its behalf is duly authorized to bind such Party.

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